SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of report: February 25, 1998
Able Telcom Holding Corp.
(Exact name of registrant as specified in charter)
Florida 0-21986 65-0013218
(State or other (Commission (IRS employer
jurisdiction file number) identification no.)
of incorporation)
1601 Forum Place, Suite 1110, West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (561) 688-0400
Item 2. Acquisition or Disposition of Assets.
On February 25, 1998, Able Telcom Holding Corp. ("Able"), through its
wholly owned subsidiary Georgia Electric Company ("GEC") acquired substantially
all of the assets, and assumed certain liabilities, of COMSAT RSI Acquisition,
Inc. (d/b/a COMSAT RSI JEFA Wireless Systems), a subsidiary of COMSAT
Corporation. As part of the transaction, GEC assumed certain construction
contracts with the Texas Department of Transportation and various other
telecommunication customers. GEC acquired the accounts receivable and fixed
assets of the seller and assumed its trade payables, and received a cash payment
from the seller at closing of $4,662,854.
COMSAT RSI JEFA Wireless Systems ("JEFA") is a provider of intelligent
traffic systems and wireless infrastructure services. JEFA operates in
twenty-one states with its main operations located in Texas and Alabama. JEFA
was engaged in the business of (a) installing, testing and maintaining
intelligent highway and traffic communication systems including computerized
management systems, wireless and fiber optic data networks, weather sensors,
voice , data and video systems and (b) the planning, engineering, construction
and maintenance of wireless networks. Able intends that its subsidiaries
will use the acquired assets to continue the business formerly engaged in by
JEFA.
Item 7. Financial Statements and Exhibits.
The following financial statements, pro forma financial information and
exhibits are filed as part of this report:
(a) Financial Statements.
Financial statements relating to the acquisition described in Item 2 of
this report are not included herein but will be filed within 60 days after the
filing date of this report.
(b) Pro forma Financial Information.
Pro Forma financial information relating to the acquisition described in
Item 2 of this report is not included herein but will be filed, to the extent
required, within 60 days after the filing date of this report.
(c) Exhibits.
Exhibit
No. Description
2.1 Asset Purchase Agreement, dated November 26, 1997, among
Able Telcom Holding Corp., Georgia Electric Company, Transportation
Safety Contractors, Inc., COMSAT RSI Acquisition, Inc. and COMSAT
Corporation.*
2.2 Indemnification Agreement, dated February 25, 1998, among Able
Telcom Holding Corp., Georgia Electric Company, Transportation
Safety Contractors, Inc., COMSAT RSI Acquisition, Inc., and COMSAT
Corporation (To be filed by amendment).
- ------------------------------------------------------------------------------
*Exhibits and schedules containing detailed asset and liability listings
and other disclosures have been omitted. Able agrees to furnish a copy of
such items supplementally to the Securities and Exchange Commission upon
request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ABLE TELCOM HOLDING CORP.
By:
/s/ Billy V. Ray
--------------------------
Billy V. Ray
Chief Financial Officer
Date: March 12, 1998
EXHIBIT INDEX
Exhibit
Number Description
2.1 Asset Purchase Agreement, dated November 26, 1997, among Able Telcom
Holding Corp., Georgia Electric Company, Transportation Safety
Contractors, Inc., COMSAT RSI Acquisition, Inc. and COMSAT
Corporation.
2.2 Indemnification Agreement, dated February 25, 1998, among
Able Telcom Holding Corp., Georgia Electric Company,
Transportation Safety Contractors, Inc., COMSAT RSI
Acquisition, Inc., and COMSAT Corporation (To be filed by
amendment).